Metro Performance Glass logo

Notice of Annual Shareholders Meeting and Proxy Form

AGM11 July 2022MPGReal Estate

METRO PERFORMANCE GLASS



NZX.MPG, ASX.MPP 12 July 2022



2022 Notice of Annual Meeting and Proxy Form


Metro Performance Glass Limited has provided a copy of its 2022 Notice of Annual Shareholders’

Meeting which will be held at Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue,

Auckland on Tuesday 9 August 2022 commencing at 10:00am (NZST).

The attached Notice of Meeting and Proxy Form are being mailed to shareholders today. An electronic

copy of these documents will also be available on the company’s website:

http://www.metroglass.co.nz/investor-centre/market-announcements/


For further information please contact:

Tracy Taylor

Company Secretary

(+64) 027 298 2606

tracy.taylor@metroglass.co.nz


Authorised for release Metro Performance Glass Board

---

BUSINESS AND AGENDA OF THE MEETING
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW

B. CHIEF EXECUTIVE OFFICER’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE

C. SHAREHOLDER DISCUSSION

Consideration of any questions submitted prior to the Meeting (to the extent these questions have not

been covered in the Chair or Chief Executive Officer’s addresses) or raised at the Meeting.

D. RESOLUTIONS

The business of the meeting is to consider and, if thought appropriate, pass the following ordinary

resolutions (which require a simple majority of the votes of those shareholders entitled to vote and voting):

1. That the Board be authorised to fix the fees and expenses of PwC as Auditor for the ensuing year.

2. That Jenn Bestwick be elected as a Director of the Company.

3. That Julia Mayne be elected as a Director of the Company.

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this

Notice of Meeting. Please read and consider the resolutions together with the notes.

On behalf of the Board

TRACY TAYLOR

COMPANY SECRETARY

12 JULY 2022

DEAR SHAREHOLDER

We invite you to join us for the Annual Meeting of Shareholders (the Meeting) of Metro Performance Glass

Limited

1

(the Company), to be held at:

LOCATION:

Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland

DATE AND TIME:

Tuesday 9 August 2022 at 10:00am (NZST)

1 Metro Performance Glass Limited ARBN 600 486 646 and NZCN 5267882, a company incorporated in New Zealand under the Companies Act 1993 (NZ).

NOTICE OF 2022

ANNUAL MEETING

This year Metro Performance Glass is holding a hybrid meeting to ensure that the meeting is accessible and

that shareholders who are not able to attend in person can still participate.

Online attendance to the meeting is through www.virtualmeeting.co.nz/mpg22. To participate online you will need

your shareholder number for verification purposes – your shareholder number can be found on your Voting form.

ASCOT
STAND

STABLES

EVENT CENTRE

GUEST PARKING

PEDESTRIAN

UNDERPASS

MITCHELSON ST

ADMIN

OFFICE

GATE 7

(CLOSED)

GATE 6

(MAIN

ENTRANCE)

GATE 3

FINISH

LINE

CHAMPAGNE LAWN

BIRDCAGE

NEWMARKET LAWN

RACE TRACK

GATE 5

(PEDESTRIAN

ONLY)

ELLERSLIE

STAND

PARADE

RING

LOCATION AND PARKING

The Meeting will be held in the Pakuranga Hunt Room at Ellerslie Events Centre, 80 Ascot Avenue,

Auckland. The Pakuranga Hunt Room is located on level two of the Ellerslie Stand. Public parking is

available free of charge at the location shown in yellow on the map below.

RESOLUTIONS

Resolutions 1, 2 and 3 are to be considered as separate ordinary

resolutions. To be passed, those resolutions require the approval of

a simple majority of the votes of those shareholders entitled to

vote and voting.

RESOLUTION 1: AUDITOR FEES AND EXPENSES

PwC are currently the Company’s auditors and will be automatically

reappointed under the Companies Act 1993. Under the Companies

Act, auditor fees and expenses must be fixed in the manner

determined at the Meeting. Shareholder approval is therefore

sought to authorise the Board to fix the fees and expenses of PwC

as auditor.

RESOLUTIONS 2 AND 3: ELECTION OF DIRECTORS

Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office

without re-election past the third annual meeting following the

Director’s appointment, or three years, whichever is longer.

Jenn Bestwick and Julia Mayne were each appointed by the board

subsequent to the Company’s 2021 Annual Shareholders’ Meeting,

and accordingly see to be elected at this meeting.

In the Board’s opinion, both Jenn Bestwick and Julia Mayne are

Independent Directors of the Company as defined in the NZX

Listing Rules. The Board unanimously supports the election of

both directors.


Additional information on

getting to the venue and

parking is available at the

website links below:

GETTING TO THE VENUE:

www.eventcentre.ellerslie.

co.nz/getting-to-ellerslie-

event-centre

FREE ON-SITE PARKING:

www.eventcentre.ellerslie.

co.nz/parking

Pakuranga Hunt Room,

Level Two, Ellerslie Stand

EXPLANATORY NOTES

JENN BESTWICK
INDEPENDENT, NON-

EXECUTIVE CHAIR

MEMBER OF THE AUDIT

AND RISK COMMITTEE

Appointed: May 2022

Jenn’s background is in

strategy and organisational

performance, and she has

previously held a number of

senior management roles and

performed various reviews for

government agencies. Jenn

currently works across sectors

as diverse as science and

Innovation, education, tourism,

engineering, and environment.

She is also the Chair of Tonkin

+ Taylor Group Limited, Chair of

the Tertiary Education

Commission, and holds

directorships for Invercargill

City Holdings Limited and

Antarctica New Zealand. Jenn

has a Bachelor of Laws from

the University of Nottingham,

UK, and is a Member of the

Institute of Directors.

JULIA MAYNE

INDEPENDENT, NON-

EXECUTIVE DIRECTOR

MEMBER OF THE AUDIT

AND RISK COMMITTEE

Appointed: September 2021

Julia is Sydney based and is

currently the Head of

Commercial at Scottish Pacific

Business Finance. Prior to this,

she completed several

consulting, programme

management or Acting CEO

roles focused on business

improvement. From 2001 to

2015, Julia held senior financial

leadership positions across the

Fletcher Building Group,

including the roles of General

Manager Finance – Building

Products division, the CFO of

the Crane Division, and

Divisional Finance Manager –

Stramit Building Products. Julia

is a qualified CPA, has a CPA

MBA from Deakin University, a

Bachelor of Commerce

(Honours) from the University

of NSW and a Bachelor of

Commerce from the University

of Wollongong.

HOW TO CAST YOUR VOTE

The 2022 Annual Meeting Admission Card, Proxy or Postal Voting

Form (the Voting Form) included with this Notice of Meeting

allows you, or your proxy, to vote either for or against, or abstain

from, each of the resolutions. You may cast your vote in one of

two ways:

1. Attend the annual meeting in person or online and vote

You can attend the meeting in person or via the online platform to

exercise your vote.

2. Proxy appointment or Postal vote.

You can complete the enclosed Voting Form and return it in

accordance with the instruction on the Voting Form, so that in

each case, your vote is received by Link Market Services Limited

no later than 10am (NZST) on Sunday 7th August 2022.

Shareholders can elect to lodge their proxy appointment or postal

vote online at vote.linkmarketservices.com/MPG. Shareholders can

either visit the website or use the QR code printed on the

Voting Form.

To vote online you will be required to enter your CSN/Holder

Number FIN (New Zealand Register) or Holder Number and

Postcode (Australian Register). To cast a postal vote or appoint

a proxy, select your preferred voting method and follow the

prompts online.

You may appoint the Chair of the Meeting as your proxy if you

wish. If you select a proxy to vote on your behalf (including the

Chair of the Meeting) and you confer on the proxy a discretion on

the Voting Form, you acknowledge that the proxy may exercise

your right to vote at his or her discretion and may vote as he or

she thinks fit or abstain from voting.

SHAREHOLDER QUESTIONS

Shareholders may submit written questions to be considered at

the Meeting. Prior to the meeting, written questions can be

submitted online at vote.linkmarketservices.com/MPG or by using

the Voting Form.

During the meeting, shareholders participating online can ask

questions by clicking on the ‘Ask a question’ box on the

online portal.

The Company reserves the right not to address any questions

that it is not required to address or, in the Board’s opinion are

not reasonable to address in the context of an annual

shareholders meeting.

WEBCAST

If you are unable to attend the meeting a full replay of the

webcast will be available and can be accessed online at the

Metro Performance Glass Investor Centre:

https://www.metroglass.co.nz/investor-centre/.

ANNUAL REPORT

The Company’s Annual Report for the year ended 31 March 2022

(and previous periods) is available at https://www.metroglass.co.

nz/investor-centre/annual-interim-reports/.

REFRESHMENTS

After the formal part of the Meeting has concluded, the Company

invites you to join members of the Board and Management for

light refreshments.

PROCEDURAL NOTES

Voting entitlements for the Meeting will be determined as at 5pm

(NZST) on Friday 5 August 2022. Registered shareholders at that

time will be the only persons entitled to vote at the Meeting and

only the shares registered in those shareholders’ names at that

time may be voted at the Meeting.

Each resolution will be voted on by way of a poll, in accordance with

NZX Listing Rule 6.1.1. Results of the voting will be available after

the conclusion of the Meeting and will be notified on the

New Zealand and Australian securities exchanges.

METROGLASS.CO.NZ

---

PROXY FORM/ADMISSION CARD
FOR METRO PERFORMANCE GLASS

LIMITED 2022 ANNUAL MEETING

The Annual Shareholders’ Meeting of Metro Performance Glass Limited

(the Company) will be held at Ellerslie Events Centre, Pakuranga Hunt

Room, 80 Ascot Avenue, Remuera, Auckland and online via the Link

Market Services Annual Meeting portal at www.virtualmeeting.co.nz/

mpg22, on Tuesday, 9 August 2022, commencing at 10:00am (NZST).

If you attend online, you will require your Holder number for verification

purposes.

If you propose to attend the Annual Shareholders’ Meeting, please

bring this form to assist with your registration. If you propose NOT to

attend the Annual Shareholders’ Meeting, physically or online, but wish

to vote by postal vote or appoint a proxy, please complete and return

this form to Link Market Services no later than 10:00am on Sunday,

7 August 2022. Alternatively, proxy appointment or postal voting can be

completed online by going to vote.linkmarketservices.com/MPG or by

scanning the QR code above with your smartphone. Any proxy form or

postal vote received after 10:00am Sunday, 7 August 2022 will not be

valid for the Annual Shareholders’ Meeting.

POSTAL VOTE

As a shareholder entitled to vote at the Annual Shareholders’ Meeting,

you are entitled to vote by postal vote. You can cast your postal vote

online or by one of the other methods listed above. If you return your

postal vote without indicating how you wish to vote, or your indication

on how to vote is unclear, on any resolution, you will be deemed to have

abstained from voting on that resolution. If you complete the postal

vote section and also appoint a proxy, then your postal vote will be cast

and your proxy appointment will not be counted, but your proxy may

still attend the meeting on your behalf. If this form is returned duly

signed by a shareholder with voting instructions completed but

without indicating that it is a postal vote or proxy has been appointed,

it will be deemed to be a postal vote.

APPOINTMENT OF PROXY

Any shareholder of Metro Performance Glass Limited entitled to

attend and vote at the Annual Shareholders’ Meeting may appoint a

proxy to attend and vote in the place of that shareholder. A proxy need

not be a shareholder of Metro Performance Glass. The Chair of the

meeting is willing to act as proxy. If you appoint the Chair of the

meeting as proxy, but do not direct the Chair how to vote on a

resolution, then the Chair of the meeting will vote your shares in favour

of that resolution. To appoint the Chair as your proxy, please write

LODGE YOUR PROXY

Online:

vote.linkmarketservices.com/MPG

Scan & email:

meetings@linkmarketservices.co.nz

Deliver:

Link Market Services

Level 30, PwC Tower,

15 Customs Street West,

Auckland 1010

Mail:

Use the enclosed reply paid

envelope or address to:

Link Market Services Limited

PO Box 91976

Auckland 1142

Scan this QR code with your

smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

“Chair of the Meeting” in the space marked “Full Name” on the Postal

Vote/Proxy Form.

Voting of your holding

If you appoint a proxy you must either direct the proxy how to vote by

ticking the “For”, “Against” or “Abstain” box in respect of each

resolution OR by ticking the “Proxy Discretion” box in respect of each

resolution. A shareholder can direct the proxy holder in respect of one

or more resolutions and give the proxy holder discretion in respect of

other resolutions. If you tick the “Proxy Discretion” box for a particular

resolution, or if you do not tick any box for a particular resolution, then

the proxy may vote as he/she thinks fit or abstain from voting.

ATTENDING THE MEETING

If you propose to attend the Annual Shareholders’ Meeting please

bring this Proxy Form intact to the meeting, the barcode is required

for registration at the meeting. If you propose to attend the Annual

Meeting online via www.virtualmeeting.co.nz/mpg22, you will require

your shareholder number for verification purposes.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

Where the holding is in one name, the shareholder must sign this

Proxy Form.

Joint Holding

If you are joint holders of shares, either joint shareholder (or their duly

authorised attorney) may sign this Proxy Form.

Power of Attorney

If this proxy form has been signed under a power of attorney, a copy of

the power of attorney (unless already deposited with Link Market

Services Limited) and a signed certificate of non-revocation of the

power of attorney must be returned to Link Market Services Limited.

Corporate Shareholder

If the shareholder is a company, this proxy form must be signed on

behalf of the company by a duly authorised person acting under the

company’s express or implied authority.

Go online to vote.linkmarketservices.com/MPG to vote or turn over

to complete the Postal Vote/Proxy Form.

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING


I wish to vote by postal vote (please tick the box).

My voting intention is indicated in the resolution section below.

APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We named above, being a shareholder of Metro Performance Glass Limited:

hereby appointof

(Full name)(Full address)

orof

(Full name)(Full address)

as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Metro Performance Glass Limited to be held at

Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland and online at www.virtualmeeting.co.nz/mpg22, on

Tuesday, 9 August 2022, commencing at 10:00am.

STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on

your behalf during a poll and your votes will not be counted in computing the required majority for that item. Proxy discretion is not

applicable when voting by postal vote.

RESOLUTIONS

To consider and, if thought fit pass, the following resolutions: Please indicate with a

ORDINARY RESOLUTIONS:FORAGAINSTABSTAINPROXY

DISCRETION

1. That the Board be authorised to fix the fees and expenses of PwC

as Auditor for the ensuing year.

2. That Jenn Bestwick be elected as a Director of the Company.

3. That Julia Mayne be elected as a Director of the Company.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting, physically or virtually, will have the opportunity to ask questions during the

meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/

MPG and completing the online validation process or complete the question section below and return to Link Market Services. Questions will

need to be submitted by 10:00am on Sunday, 7 August 2022. The Board will address and answer questions during the meeting.

Question:

STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1Shareholder 2Shareholder 3

or duly authorised officer or attorneyor duly authorised officer or attorneyor duly authorised officer or attorney

Contact Name Contact Daytime Telephone Date

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor

communications by email please provide your email address below.

POSTAL VOTE / PROXY FORM

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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